Annual report pursuant to Section 13 and 15(d)

Cover Page

v3.21.2
Cover Page - USD ($)
4 Months Ended
Dec. 31, 2020
Nov. 23, 2021
Document Information [Line Items]    
Document Type 10-K/A  
Document Annual Report true  
Document Transition Report false  
Amendment Flag true  
Entity Interactive Data Current Yes  
Document Period End Date Dec. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus FY  
Entity Registrant Name Investindustrial Acquisition Corp.  
Entity Central Index Key 0001825042  
Entity File Number 001-39720  
Entity Tax Identification Number 98-1556465  
Entity Incorporation, State or Country Code E9  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company true  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Address, Address Line One Suite 1  
Entity Address, Address Line Two 3rd Floor  
Entity Address, Address Line Three 11-12 St James’s Square  
Entity Address, City or Town London  
Entity Address, Country GB  
Entity Address, Postal Zip Code SW1Y 4LB  
City Area Code +44  
Local Phone Number 20 7400 3333  
Title of 12(b) Security Shares of Class A Ordinary Shares included as part of the units  
Trading Symbol IIAC  
Security Exchange Name NYSE  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Public Float $ 414,977,500  
ICFR Auditor Attestation Flag false  
Amendment Description EXPLANATORY NOTE References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Investindustrial Acquisition Corp., unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K/A of Investindustrial Acquisition Corp. as of December 31, 2020, and for the period from September 7, 2020 (inception) to December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 27, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 23, 2020. Since issuance in November 2020, in connection with our Initial Public Offering (our “IPO”), the Company has considered the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. After discussion and evaluation, including with our audit committee, Management has determined that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management noted an adjustment between temporary equity and permanent equity should be made. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result of the factors described above, the Company’s management and the audit committee of the Company’s board of directors (the “audit committee”) concluded that the Company’s previously issued (i) audited balance sheet related to its IPO, dated November 23, 2020 as filed on Form 8-K on November 30, 2020 (ii) its unaudited pro forma balance sheet, dated November 27, 2020 as filed on Form 8-K on November 30, 2020, and (iii) its audited financial statements as of December 31, 2020 and for the period from September 7, 2020 (inception) through December 31, 2020 as filed on Form 10-K/A on May 27, 2021 (the “Affected Periods”) should be restated and no longer be relied upon. The change in accounting for the Class A ordinary shares did not have any impact on our liquidity, cash flows, revenues or costs of operating our business, in the Affected Periods. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q to be filed as of and for the quarter ended September 30, 2021. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures Except as described above, no other information included in the First Amended Filing is being amended or updated by this Amendment No. 2 and this Amendment No. 2 does not purport to reflect any information or events subsequent to the First Amended Filing. This Amendment No. 2 continues to describe the conditions as of the date of the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing and with our filings with the SEC subsequent to the First Amended Filing.  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   40,250,000
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   10,062,500
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one warrant  
Trading Symbol IIAC.U  
Security Exchange Name NYSE  
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A Ordinary Share at an exercise price of 11.5  
Trading Symbol IIAC WS  
Security Exchange Name NYSE